Evoke Pharma (NASDAQ: EVOK) clears shelf registrations following QOL Medical deal

Rhea-AI Filing Summary

Evoke Pharma, Inc. filed a post-effective amendment on Form S-3 to formally deregister all securities that remained unsold under several existing shelf registration statements. The company explains that this step follows the completion of a merger in which QOL-EOS Merger Sub, Inc. merged with and into Evoke Pharma, with Evoke surviving as a wholly owned subsidiary of QOL Medical, LLC under an Agreement and Plan of Merger dated November 3, 2025. Because of this merger, Evoke has terminated all offerings and sales of its securities under these registrations and is now removing any securities that were registered but never issued.

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Securities law and capital markets analyst

Evoke deregisters unsold securities after closing its merger with QOL Medical.

Evoke Pharma, Inc. is using a post-effective amendment on Form S-3 to cleanly deregister all securities that remained unsold under multiple prior shelf registration statements. This is a standard step once a company is no longer using those registrations, particularly after a change of control.

The filing confirms that on December 17, 2025, QOL-EOS Merger Sub, Inc. merged with and into Evoke, and Evoke now exists as a wholly owned subsidiary of QOL Medical, LLC. As a result, Evoke has terminated “any and all offerings and sales” under the referenced registration statements and is removing any securities that were registered but never issued, consistent with its undertakings.

For investors reviewing the company’s history, this document mainly serves as a procedural follow-up to the merger described in more detail in the Agreement and Plan of Merger attached to the Form 8-K filed on November 4, 2025. It signals that public shelf registration capacity tied to Evoke’s prior status as an independent issuer has now been closed out.

As filed with the Securities and Exchange Commission on December 17, 2025

Registration No. 333-200176

Registration No. 333-221556

Registration No. 333-251614

Registration No. 333-281527

Registration No. 333-281840

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-200176

POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 333-221556

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-251614

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-281527

POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-281840

UNDER

THE SECURITIES ACT OF 1933

EVOKE PHARMA INC.

(Exact name of registrant as specified in its charter)

Delaware		20-8447886
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

420 Stevens Avenue, Suite 230

Solana Beach, California 92075

(858) 345-1494

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Matthew Wotiz

Secretary

Evoke Pharma, Inc.

420 Stevens Avenue, Suite 230

Solana Beach, California 92075

(858) 345-1494

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

John C. Connery Jr.

Roland S. Chase

Hill Ward Henderson

101 E. Kennedy Blvd., Suite 3700

Tampa, Florida 33602

(813) 221-3900

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statements.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to each of the following registration statements on Form S-3 (each, a “Registration Statement” and collectively, the “Registration Statements”) filed with the Securities and Exchange Commission (the “SEC”) by Evoke Pharma, Inc., a Delaware corporation (the “Registrant”):

• Registration Statement No.  333-200176, filed with the SEC on November 13, 2014;

• Registration Statement No.  333-221556, filed with the SEC on November 14, 2017, as amended on December 12, 2017;

• Registration Statement No.  333-251614, filed with the SEC on December 22, 2020;

• Registration Statement No.  333-281527, filed with the SEC on August 13, 2024; and

• Registration Statement No.  333-281840, filed with the SEC on August 29, 2024.

The Registrant is filing this Post-Effective Amendment to the Registration Statements to deregister all securities that remain unsold under the Registration Statements.

On December 17, 2025, pursuant to the terms of an Agreement and Plan of Merger, dated as of November 3, 2025 (the “Merger Agreement”), by and among the Registrant, QOL Medical, LLC, a Delaware limited liability company (“Parent”), and QOL-EOS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

As a result of the Merger, the Registrant has terminated any and all offerings and sales of its securities pursuant to the Registration Statements. In accordance with undertakings made by the Registrant in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unissued at the termination of the offerings, the Registrant hereby files this Post-Effective Amendment to deregister all securities registered but unsold or otherwise unissued under each Registration Statement, if any, as of the date hereof.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 4, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vero Beach, State of Florida on December 17, 2025.

Evoke Pharma, Inc.

/s/ Matthew Wotiz

Matthew Wotiz

Secretary

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

What does Evoke Pharma (EVOK) do in this post-effective amendment?

Evoke Pharma, Inc. files a post-effective amendment on Form S-3 to deregister all securities that remained unsold or unissued under several existing registration statements.

Why is Evoke Pharma (EVOK) deregistering previously registered securities?

Evoke states that, as a result of a completed merger, it has terminated any and all offerings and sales under the referenced registration statements and is therefore removing from registration any securities that were registered but never issued.

What merger involving Evoke Pharma (EVOK) is referenced in this filing?

The filing notes that on December 17, 2025, QOL-EOS Merger Sub, Inc. merged with and into Evoke Pharma, Inc., with Evoke surviving the merger as a wholly owned subsidiary of QOL Medical, LLC, pursuant to an Agreement and Plan of Merger dated November 3, 2025.

Does this document describe the financial terms of the Evoke Pharma merger?

No. The document only briefly describes the merger structure and timing and points readers to the Agreement and Plan of Merger filed as Exhibit 2.1 to Evoke’s Form 8-K on November 4, 2025 for full details.

What is the practical effect of this Evoke Pharma post-effective amendment on Form S-3?

The practical effect is to terminate the use of the specified registration statements and to remove any securities that had been registered under them but were unsold or otherwise unissued when the offerings ended.

Who is the surviving entity after the Evoke Pharma merger described here?

Evoke Pharma, Inc. is the surviving corporation after the merger, and it now operates as a wholly owned subsidiary of QOL Medical, LLC.